Sopra Steria - 2019 Convening notice

2019 COMBINEDGENERAL MEETING CONVENING NOTICE

Pavillon Dauphine, Place duMaréchal de Lattre de Tassigny, 75116 Paris Wednesday 12 June2019at 2:30p.m.

CONTENTS

A WORD FROM THE CHAIRMAN

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2019 COMBINED GENERAL MEETING OF SOPRA STERIA • MEETING AGENDA • INSTRUCTIONS FOR PARTICIPATING IN THE MEETING • HOW TO GET TO THE SHAREHOLDERS MEETING • ELECTRONIC NOTICES SOPRA STERIA GROUP PRESENTATION’S IN 2018 • ACTIVITIES AND KEY FIGURES • CORPORATE GOVERNANCE AND COMPENSATION OF EXECUTIVE COMPANY OFFICERS • RISK MANAGEMENT • FINANCIAL DELEGATIONS IN PROGRESS

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SUMMARY OF RESOLUTIONS

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• EXPLANATION OF RESOLUTIONS • PROPOSED RESOLUTIONS

REQUEST FOR DOCUMENTS AND INFORMATION

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This document is a free translation into English. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text. The English PDF and PDFi version of Notice of Meetings is available on the website: https://soprasteria.com/en/investors

Sopra Steria Group – Founded 1968 Société anonymewith share capital of 20 547 701 € – 326 820 065 RCS Annecy Registered Office: PAE Les Glaisins, Annecy-le-Vieux, F-74940 Annecy Head office: 6 avenue Kleber– FR 75116 Paris Telephone: +33 (0)1 40 67 29 29 - Fax: +33 (0)1 40 67 29 30 contact-corp@soprasteria.com – https://www.soprasteria.com

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SOPRA STERIA CONVENING NOTICE 2019

MESSAGE FROM THE CHAIRMAN

MESSAGE FROM THE CHAIRMAN Dear Shareholders, It is my pleasure to invite you to attend the Combined General Meeting of Sopra Steria Group shareholders, to be held on Wednesday, 12 June 2019 starting at 2:30 p.m. at the Pavillon Dauphine, Place du Maréchal De Lattre de Tassigny, Paris 16, France. The world we live in is changing in so many differentways, andour clients areembarkingon far-reaching transformations. Our business is also experiencing sweeping changes. Sopra Steria Group is adapting and adjusting to its environment to maintain and strengthen its enduringpartnershipswithitsmajorclients,just as it has always done over the past 50years. At Sopra Steria – which recorded revenue of over €4 billion and now has close to 45,000employees – strategicdecisions always put our long-term vision and respect for the commitments made to our clients first. We constantly ensure that we aremaking the right levelof investmentstosecureourGroup’s long- term future and growth. In the same vein, we made a decision many years ago to play an active role in the major workforce-related, environmental and social changes taking place, and to make a positive contribution to the challenges they represent. And Sopra Steria’s policy of sustainable growth has gained recognition precisely because of this approach. In January 2019, for the second year in a row, CDP ranked the Group’s environmental performance in the A List – the highest level – and the Group’s

“Sopra Steria’s policy of sustainable growth has gained recognition precisely because of this approach. In January 2019, for the second year in a row, CDP ranked the Group’s environmental performance in the A List – the highest level.”

overall corporate responsibility performance was again awarded EcoVadis’ Gold medal with a score at the Advanced level. Our strategy as an independent group rests on two key pillars: adding more value for our major clients in their own specific areas of business, and harnessing the strengths of our software business to set ourselves apart from our competitors, especially in the financial services sector, where we can leverage synergies with our services businesses. 2018 was a year of major progress, with enhancements to Sopra Steria’s business model, investments in innovation and several key acquisitions. Our performance was held back by delivery issues. They indicate that the transformation initiatives launched within the Group need to accelerate and require a more robust internal governance framework. The necessary decisions have been taken and are being implemented. This will help the Group pursue its medium- term strategy. Themost significant progress achieved in2018 includes the expansion in the Consulting business to 10% of the Group’s revenue from 7.5% in the previous year. Promising first resultswerealso recordedas a result of the far- reaching transformation programme launched in the United Kingdom. Adjustments were made to human resources, and trends in revenue and operating profitability picked up in the second half. Lastly, a number of Sopra Banking Software’s major transformation projectswere successfully completed, with the Platform product going live for European clients, Amplitude Up for clients in English- speaking Africa, and Cassiopae in North America. The acquisition of Apak also established an unrivalled global position in the asset finance softwaremarket.

Going forward in 2019, we are optimistic and determined, mindful of what we need to do to reach our objectives. In a market driven by digital transformation, we are confident in our ability to steadily and continually raise our performance. Over the medium term, we are targeting annual organic revenue growthof between4%and6%, anoperating margin on business activity of around 10%, and free cash flow of between 5% and 7% of revenue. As every year, I would like to share with you these evolutions during our General Meeting. This General Meeting is a prime opportunity for Sopra Steria Group and its shareholders to exchange information and engage in dialogue. I hope you will be able to take part in this meeting in person to express your thoughts on decisions concerning the Group. However, if you are not able to attend, you still have the option of voting by mail or online, or appointing the Chairman of the General Meeting or any other person you choose to serve as your proxy. You will find all the relevant information in this document, as well as the meeting’s agenda and the draft resolutions which will you will be requested to approve. Documents and information may also be consulted on Sopra Steria Group’s website: https://www.soprasteria.com/en/investors. The day, on which the meeting is held, you will also be able to consult all the materials presented there and the results of resolution votes on the Group’s website. On behalf of the Board of Directors, I would like to thank each and every one of you for your trust and your loyalty, and I hope to see you on 12 June.

PIERRE PASQUIER Chairman of Sopra Steria Group

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SOPRA STERIA CONVENING NOTICE 2019

2019 COMBINED GENERAL MEETING OF SOPRA STERIA

Agenda

1 2019 COMBINED GENERAL MEETING OF SOPRA STERIA

The shareholders of Sopra Steria Group are invited to attend the Combined General Meeting to be held on Wednesday, 12 June 2019, at 2.30pm, at Pavillon Dauphine, place du Maréchal-de-Lattre-de-Tassigny, 75116 Paris, to consider the following agenda:

AGENDA

Requiring the approval of the Ordinary General Meeting 1. Approval of the individual financial statements for the financial year ended 31 December 2018; approval of non-deductible expenses. 2. Approval of the consolidated financial statements for the financial year ended 31 December 2018. 3. Appropriation of earnings and determination of the dividend. 4. Approval of the service agreement with Éric Hayat, as an agreement governed by Article L. 225-38 of the French Commercial Code. 5. Approval of the Statutory Auditors’ special report on agreements governed by Article L. 225-38 et seq. of the French Commercial Code. 6. Approval of items of compensation paid or allotted in respect of financial year 2018 to Pierre Pasquier, Chairman. 7. Approval of items of compensation paid or allotted in respect of financial year 2018 to Vincent Paris, Chief Executive Officer. 8. Approval of the principles and criteria for the determination, distribution and allocation of items of compensation for the Chairman. 9. Approval of the principles and criteria for the determination, distribution and allocation of items of compensation for the Chief Executive Officer. 10. Setting of directors’ fees at €500,000. 11. Authorisation granted to the Board of Directors, for a period of 18 months, to allow the Company to buy back its own shares pursuant to Article L. 225-209 of the French Commercial Code.

Requiring the approval of the Extraordinary General Meeting 12. Delegation of powers to be given to the Board of Directors, for a period of 18 months, to issue share subscription warrants to be allotted to the shareholders free of charge in the event of a takeover bid, up to a nominal amount equal to the amount of the share capital. 13. Delegation of powers to be given to the Board of Directors, for a period of 26 months, to decide to increase the share capital, without preemptive subscription rights for existing shareholders, via issues to persons employed by the Company or by a company of the Group, subject to enrolment in a company savings plan, up to a maximum of 3% of the share capital. 14. Powers granted to carry out all legal formalities. We hereby inform you that the vote on the resolutions submitted for approval at the Extraordinary General Meeting requires a quorum representing at least one-quarter of the total number of voting shares and a majority of two-thirds of the votes of shareholders present or represented by proxy holders. The vote on resolutions submitted for approval at the Ordinary General Meeting requires a quorum of at least one-fifth of the total number of voting shares and a majority of the votes of shareholders present or represented by proxy holders. However, as an exception to the foregoing, the vote on Resolution 12, even though it appears on the agenda for the Extraordinary General Meeting, requires a quorum of at least one- fifth of the total number of voting shares and a majority of the votes of shareholders present or represented by proxy holders.

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SOPRA STERIA CONVENING NOTICE 2019

2019 COMBINED GENERAL MEETING OF SOPRA STERIA

Instructions for participating in the Meeting

INSTRUCTIONS FOR PARTICIPATING IN THEMEETING

You must be a shareholder

Holders of registered shares must have their shares registered in the Company’s accounts no later than 0:00 a.m. (Paris time) on the second business day preceding the Meeting. Holders of bearer shares have the same amount of time to prove ownership of their shares by registering them in the bearer share accounts held by authorized financial intermediaries later than 0:00 a.m. (Paris time) on the second business day preceding the Meeting. The deadline for completing these formalities is Monday 10 June 2019 at 0:00 a.m. (Paris time).

Sopra Steria Group also offers holders of registered shares the option to vote online, in advance of the General Meeting, via the Votaccess electronic voting system, accessible: p for registered shareholders, via a link in the “Investors” section of the Company’s website (https://www.soprasteria.com/en/ investors), which automatically redirects shareholders to the dedicated voting portal (https://www.actionnaire.cmcicms.com). This electronic system allows registered shareholders to request admission cards, submit voting instructions and appoint or rescind the appointment of a proxy under the conditions discussed below, all in advance of the General Meeting. 2. You would like to send a postal or electronic vote or appoint the Chairman or another representative as your proxy Postal voting or proxy forms Shareholders not attending General Meetings in person who wish to submit postal votes or to be represented at the Meeting by granting authority to the Chairman of the Meeting or other representative to vote on their behalf may: p for holders of registered shares: fill in and send back the voting or proxy form, included with the invitation to the Meeting, to the following address: CIC – Service Assemblées – 6 Avenue de Provence – 75009 Paris, France. [see instructions below]; p for holders of bearer shares: send a request for the combined voting or proxy form to the intermediary managing the securities account upon receiving the invitation to the Meeting. This form must first be filled in by the shareholder, then sent back to the intermediary, which will attach its certificate of investment for the shareholder and forward both documents to CIC – Service Assemblées – 6 Avenue de Provence – 75009 Paris, France. In order to be taken into account, voting forms must be received by CIC at the address provided above no later than three calendar days prior to the General Meeting, i.e. by Saturday 8 June 2019. Proxy appointments or rescindments of proxy appointments sent by post must be received no later than Saturday 8 June 2019.

Please choose one of the following:

1. You would like to physically attend the Meeting Shareholders who wish to attend the General Meeting in person may request admission cards as follows:

Postal requests for admission cards

p Holders of registered shares: Send the admission card request by post so that it will be received no later than Monday 10 June 2019 by CIC – Service Assemblées – 6 Avenue de Provence – 75009 Paris, France, or report to the venue on the day of the General Meeting; p Holders of bearer shares: Ask the authorised intermediary responsible for managing your securities account to request an admission card. CIC must receive the authorised intermediary’s request before Saturday 8 June 2019. In either case, if CIC receives an admission card request after that date, the shareholder concerned will need to report to the reception counter for “Shareholders without cards” or “Shareholders without documents” on the day of the Meeting and present his or her certificate of investment. p Registered shareholders wishing to attend the General Meeting in person may request an admission card online by submitting their request on Votaccess, the secure electronic voting system accessible via a link in the “Investors” section of the Company’s website (https://www.soprasteria.com/en/ investors), which automatically redirects shareholders to the dedicated voting portal (https://www.actionnaire.cmcicms.com). Holders of registered shares will be able to log in to this system using their user ID and password, which will have been sent to them by post prior to the General Meeting. Admission cards will then be sent to shareholders according to their choice, by electronic means or by post. Electronic requests for admission cards for holders of registered shares

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SOPRA STERIA CONVENING NOTICE 2019

2019 COMBINED GENERAL MEETING OF SOPRA STERIA

Instructions for participating in the Meeting

Electronic submission of voting or proxy forms for holders of registered shares Holders of registered shares may submit their voting instructions, appoint proxies or rescind proxy appointments online in advance of the General Meeting on VOTACCESS, the secure electronic voting system accessible via a link in the “Investors” section of the Company’s website (https://www.soprasteria.com/en/investors), which automatically redirects shareholders to the dedicated voting portal (https://www.actionnaire.cmcicms.com). Holders of registered shares whose securities accounts are maintained by the Company ( nominatif pur ) may log in to the service using their existing user ID and password. Holders of registered shares whose securities accounts are managed by a financial institution ( nominatif administré ) will receive an invitation to the Meeting including their user ID and password. This access information may be used to log in to the service at https:// www.actionnaire.cmcicms.com Once logged in, holders of registered shares should follow the on- screen instructions to access the VOTACCESS system, where they can submit voting instructions, appoint a proxy or rescind a proxy appointment. Appointment of a proxy and/or rescindment of a proxy appointment Article R. 225-79 of the French Commercial Code provides for the submission of proxy appointments and/or rescindments of proxy appointments by electronic means. p Holders of registered shares may submit their requests on the following website: https://www.actionnaire.cmcicms.com p Holders of bearer shares must send an e-mail to the following address: proxyag@cmcic.fr This e-mail must include the following information: the name of the company concerned (Sopra Steria Group); the date of the General Meeting (Wednesday 12 June 2019); the shareholder’s last name, first name, address and bank details; and the proxy’s last name, first name and address (if available).

Holders of bearer shares must also get in touch with the financial intermediary responsible for the management of their securities accounts requesting that a written confirmation be sent to CIC – Service Assemblées – 6 Avenue de Provence – 75009 Paris, France. Only notifications of proxy appointments or rescindments of proxy appointments may be sent to the aforementioned e-mail address. Other types of requests or notifications will not be taken into account or processed. In order for proxy appointments or rescindments of proxy appointments submitted by electronic means to be validly taken into account, e-mails and/or written confirmations must be received no later than the day before the General Meeting, i.e. Tuesday 11 June 2019, at 3:00 p.m. (Paris time). The VOTACCESS system for this General Meeting will be accessible starting on Thursday 23 May 2019 to Tuesday 11 June 2019 at 3:00 p.m. (Paris time). Pursuant to the provisions of Article R. 225-85 of the French Commercial Code, once a shareholder has submitted voting instructions by post or electronic means or requested an admission card, he or she may not opt for any other means of taking part in the Meeting. Shareholders who have already submitted voting instructions, sent a proxy form or requested an admission card may sell, transfer or assign all or a portion of their shares at any time. However, if the sale, transfer or assignment takes place before 0:00 a.m. (Paris time) on the second business day preceding the General Meeting, the Company will invalidate or adjust, as required, the postal or electronic vote, proxy or admission card. To this end, the intermediary managing the securities account must send notification to the Company or its agent of the sale, transfer or assignment, accompanied by the required information. No sale or other transaction completed after 0:00 a.m. (Paris time) on the second business day preceding the General Meeting, irrespective of the means employed, is to be notified by the authorised intermediary or taken into account by the Company, notwithstanding any agreement to the contrary.

Requests for the inclusion of items of business on the agenda or proposed resolutions and written questions from the shareholders p Pursuant to the provisions of Article R. 225-84 of the French Commercial Code, shareholders may submit written questions to the Board of Directors. These questions must be sent to the Chairman of the Board of Directors, to the Company’s registered office by registered letter with proof of receipt or by e-mail to assembleegenerale@soprasteria.com no later than the fourth business day preceding the General Meeting, i.e. by Thursday 6 June 2019. In order to be considered, questions must be accompanied by a deposit certificate for a securities account in the name of the shareholder ( attestation d’inscription en compte ). p Requests for the inclusion of items of business or proposed resolutions on the agenda for the General Meeting by shareholders fulfilling the legal requirements in force must be received at the Company’s registered office, sent by registered letter with proof of receipt, or by e-mail to assembleegenerale@soprasteria.com , no later than the 20 th day after the date of publication of the notice of meeting, i.e. by Thursday 16 May 2019. The reasons for their submission must be clearly stated and they must be accompanied by a deposit certificate for a securities account in the name of the shareholder ( attestation d’inscription en compte ). Requests for the inclusion of proposed resolutions are to be accompanied by the text of the proposed resolutions, which may be supplemented by a brief summary of the reasons for putting them forward. Furthermore, shareholders are reminded that the examination by the General Meeting of items of business or proposed resolutions to be presented is subject to the submission by the parties involved of newly issued deposit certificates for their securities accounts under the same conditions as those indicated above, no later than 0:00 a.m. (Paris time) on the second business day preceding the General Meeting. Prior notice of the Combined General Meeting was published in the Bulletin des Annonces Légales Obligatoires dated Friday 26 April 2019. The official notice will be published in the Bulletin des Annonces Légales Obligatoires and in the Eco des Pays de Savoie newspaper on Friday 24 May 2019. Pursuant to applicable legal and regulatory provisions, all documents that must be made available to shareholders in connection with General Meetings are accessible at the Company’s registered office, located at PAE Les Glaisins, Annecy-le-Vieux, 74940 Annecy, France, within the time period required by law and regulations, and, for the types of documents mentioned in Article R. 225-73-1 of the French Commercial Code, in the “Investors” section of the Company’s website at the following address: https://www.soprasteria.com/en/investors

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SOPRA STERIA CONVENING NOTICE 2019

2019 COMBINED GENERAL MEETING OF SOPRA STERIA

Instructions for participating in the Meeting

Instructions for filling out the voting form:

1. To vote by post: fill in the box for [Vote by post], then complete as follows: • to vote “NO” or to abstain, fill in the boxes for the corresponding resolutions, • to vote “YES”, leave the boxes empty; 2. To appoint the Chairman as your proxy: fill in the box for [I appoint the Chairman of the General Meeting as my proxy]; 3. To appoint a different proxy: fill in the box for [I appoint as my proxy], and complete the required information.

Any shareholder may be represented by his or her spouse, the partner with whom he or she has entered into a pacte civil de solidarité (PACS, the French civil union contract), another shareholder or any other private individual or legal entity of his or her choice. The form must be filled in, signed, dated and sent back as indicated to the following address: CIC – Service Assemblées – 6 Avenue de Provence – 75009 Paris, France. .

To attend the meeting in person: tick A .

To appoint the Chairman of the Meeting: tick here « I hereby give my proxy to the chairman of the general meeting » .

A

Date and sign here If shares are jointly owned all the joint owners must sign the form.

Check your detail here, or enter your name and address.

To vote buy post: tick here « I vote buy post » and follow the instructions.

To appoint another individual as proxy: tick here « I hereby appoint » and enter the name and address of the person who will attend the Meeting on your behalf.

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SOPRA STERIA CONVENING NOTICE 2019

2019 COMBINED GENERAL MEETING OF SOPRA STERIA

How to get the Shareholders Meeting

HOWTO GET THE SHAREHOLDERSMEETING

Pavillon Dauphine, Place du Maréchal de Lattre de Tassigny, 75116 Paris

BY RAIL Metro : line 2 − Porte Dauphine RER : line C − Foch

BY BUS Bus : PC1 − Porte Dauphine

BY CAR Coming from the inner ring road, take “Porte Dauphine exit”

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SOPRA STERIA CONVENING NOTICE 2019

2019 COMBINED GENERAL MEETING OF SOPRA STERIA

Electronic notice

REGISTEREDSHAREHOLDERS THISYEAR,MAKETHEMOVE TOOURE-NOTICESERVICE!

Easy to set up

Simple

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VOTINGONLINE IS QUICKANDCONVENIENT With our e-Notice Service, you receive an email allowing you to vote online, when and where you want. Discover these additional features: - Access all documents relating to the Shareholders’ Meeting - Request your admission card to take part in the Shareholders’ Meeting - Appoint the Chairman or another individual to be your proxy, or vote online

I’MREADYTOSIGNUP FORTHEE-NOTICESERVICE

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Kind regards, The Shareholder Relations Team

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SOPRA STERIA CONVENING NOTICE 2019

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SOPRA STERIA CONVENING NOTICE 2019

SOPRA STERIA GROUP PRESENTATION’S IN 2018

2 SOPRA STERIAGROUP PRESENTATION’S IN2018

ACTIVITY AND STRATEGY

Key figures for 2018

Sopra Steria, a major European player in digital transformation, has one of the most comprehensive portfolios of offerings on the market, spanning consulting and systems integration, the development of business and technology solutions, infrastructure management, cybersecurity and business process services (BPS). REVENUE €4.1bn 4.9%organic growth 1 OPERATING PROFIT ON BUSINESS ACTIVITY €307.9m 7.5%of revenue NET PROFIT – GROUP SHARE €125.1m 3.1%of revenue BASIC EARNINGS PER SHARE €6.20 DIVIDEND PER SHARE €1.85 2 NUMBER OF LOCATIONS 184 NUMBER OF COUNTRIES 25 NUMBER OF EMPLOYEES 44,114 85% Digital Services 15% Solutions

EQUITY €1.3bn NET FINANCIAL DEBT €620.9m

i.e. 1.68x pro forma EBITDA on a 12-month rolling basis MARKET CAPITALISATION AT 28/02/2019 €2.1bn

TOP 5

TOP 10

European digital services companies

Digital services companies operating in Europe

1 Alternative performance measures are defined in the glossary at the end of this document. 2 Dividend to be proposed at the General Meeting of 12 June 2019.

See Chapter 4 of the 2018 Registration Document for more information

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SOPRA STERIA CONVENING NOTICE 2019

SOPRA STERIA GROUP PRESENTATION’S IN 2018

How to get the Shareholders Meeting

Corporate plan

KEY POINTS OF THE CORPORATE PLAN

AN INDEPENDENT MODEL

ENTREPRENEURIAL CULTURE

IMPORTANCE OF HUMAN CAPITAL

An independent model built on long-term vision and business performance, upholding the Group’s responsibilities to the environment and to its stakeholders as a good corporate citizen.

By its very nature, the Group is agile, has short decision-making circuits, and moves rapidly. The core values are a dedication to serving clients, managers’ autonomy, a sense of collective responsibility and respect for others.

A demanding human resources policy focused on talent aligned with the business culture and the development of employees’ skills.

See Chapter 1 of the 2018 Registration Document for more information

A REFERENCE SHAREHOLDER BACKING THE CORPORATE PLAN

Individual shareholders and other 12.8%

Treasury shares 0.2%

French institutional investors 25.7%

Sopra GMT 19.6% (28.8%)

Controlled shareholding and equity interests managed on behalf of employees 29.5% (41.4%)

SHARE OWNERSHIP STRUCTURE AT 31/12/2018

Founders & Managers 2.8% (4.3%)

Equity interests managed on behalf of employees 7.0% (8.3%)

International institutional investors 31.8%

20,547,701 listed shares. 26,147,566 exercisable voting rights. XX.X% = Percentage of share capital held. (XX.X%) = Percentage of voting rights exercisable.

See Chapter 6 of the 2018 Registration Document for more information

TPI survey of identifiable holders of shares at 31/12/2018 – Owner- ship threshold of over 1,000 shares

HISTORY OF SOPRA STERIA

A strategic partner to key accounts and European organisations

Sopra Steria has reinforced its position as a European leader in digital transformation. The Group – which is listed on the SBF 120 index – posted €4.1 billion in revenue and employed more than 44,000 people in over 25 countries in 2018. Sopra Steria was formed from the merger in 2014 of two of France’s most long-standing digital services companies, Sopra and Steria, founded respectively in 1968 and 1969 and both characterised by a strong entrepreneurial spirit as well as a firm collective commitment to serving their clients.

See Chapter 1 of the 2018 Registration Document for more information

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SOPRA STERIA CONVENING NOTICE 2019

SOPRA STERIA GROUP PRESENTATION’S IN 2018

How to get the Shareholders Meeting

Corporate responsibility

For more than 50 years we have built our Group on solid fundamentals and a set of ethical principles and core values that define us. Our ambition is to be a company engaged in the key issues currently facing society, drawing on our principles and values, and setting ambitious, meaningful targets that create value for all our stakeholders. Sopra Steria’s corporate responsibility strategy is built on 7 key priorities: • Being a leading employer that attracts the best talent, fosters employee dialogue and promotes diversity and equal opportunities; • Establishing ongoing constructive and transparent dialogue with our stakeholders; • Being the partner of choice for our clients, meeting their needs as effectively as possible by providing themwith the best technology; • Involving our entire value chain in our corporate responsibility approach to contribute to a more sustainable world; • Reducing the environmental impact of our operations and contributing to a low-carbon economy; • Acting ethically and with integrity in our day-to-day operations and all our business activities; • Supporting local communities by stepping up our community engagement initiatives, notably in the area of digital inclusion. Our strategy is supported by an improvement process focusing on a number of key issues. This process is based on our commitment to the United Nations Global Compact, a matrix-based analysis of the various challenges facing the Group, and a governance framework that coordinates the implementation of strategy and related measures.

OUR COMMITMENTS

WORKFORCE

SOCIETY

ENVIRONMENT

ETHICS AND COMPLIANCE

• Equal opportunities • Employability

• Strengthening

• GHG (1) reduction target per employee: -43% between 2015 and 2025 approved by the SBTi (2) (-29.1% achieved between 2015 and 2018) • CarbonNeutral® business travel, office space and on- and off-site data centres • Incorporate sustainable development priorities into the value proposition

stakeholder dialogue • Community outreach

• A Code of Ethics, supplemented by a Code

• Greater emphasis on access to employment opportunities

programmes under which employees support local communities

of Conduct for the prevention of corruption and influence peddling, has been published

and employment support for people with disabilities

• Skills development • Career management

in ten languages and distributed to all Group employees

by measuring the impact of solutions provided to our clients to meet the environmental challenges they face

High-profile recognition from three major international organisations in early 2019

Sopra Steria Group joined 3 new Environmental, Social and Governance (ESG) indices in 2018

• CDP Climate Change For the second year running, Sopra Steria is made a member of the A List in recognition of its environmental performance • CDP Supplier Engagement leader Sopra Steria's performance in the environmental engagement of its supply chain also made Sopra Steria a “Supplier Engagement leader” • EcoVadis Its corporate responsibility performance earned Sopra Steria the Gold category – Advanced level for its corporate responsibility performance

• Dow Jones Sustainability Europe Index (DJSI Europe Index) • Eurozone 120 index • ESI Excellence Europe Index (Ethibel Sustainability Europe Index)

See Chapter 3 of the 2018 Registration Document for more information

1 Greenhouse gas emissions from business travel, offices and on- and off-site data centres 2 Science Based Targets initiative

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SOPRA STERIA CONVENING NOTICE 2019

SOPRA STERIA GROUP PRESENTATION’S IN 2018

How to get the Shareholders Meeting

Business model and…

Our mission

Our business

Our market

The digital revolution has triggered a radical transformation in our environment. It is speeding up changes in our clients’ business models, internal processes and information systems. In this fast-changing environment, our role is to bring our clients new ideas and support them in their transformation by making the most effective use of digital technology.

Sopra Steria provides end-to-end solutions addressing the core business and competitive needs of large companies and organisations in Europe and further afield, helping them throughout their digital transformation.

• Spending on digital services in Western Europe: €305bn in 2018* • A market expected to growmore than 4% per year out to 2022* • Sopra Steria is ranked among the top 10 digital services companies operating in Europe (excluding captive service providers and purely local players)

(*) Source: Gartner (Q4 2018), in constant 2013 US dollars.

Our offering

HIGHLY COMPREHENSIVE PORTFOLIO

BUSINESS AND DIGITAL CONSULTING

BANKING

DIGITAL SERVICES

SOLUTIONS 2

PROCESS OUTSOURCING BUSINESS LINES

APPLICATION SERVICES 1

HUMAN RESOURCES

REAL ESTATE

IT INFRASTRUCTURE MANAGEMENT

END-TO-END APPROACH

See Chapter 1 of the 2018 Registration Document for more information

1 Systems Integration and Third-Party Application Maintenance 2 Licensing model and SaaS/Cloud model

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SOPRA STERIA CONVENING NOTICE 2019

SOPRA STERIA GROUP PRESENTATION’S IN 2018

How to get the Shareholders Meeting

… value chain

SOPRA STERIA’S DNA Entrepreneurship,

INNOVATIONS &TECHNOLOGIES

THINK AND BUILD THE FUTURE, MAKE FULL USE OF LEGACY SYSTEMS Digitalisation of our clients’ services

Cloud, Data, AI, Blockchain, Cybersecurity, Mobility, IoT

close client relationships, commitment- driven approach, sustainable growth and corporate responsibility

SYSTEMS EXPERTISE MEETING THE

BUSINESS/ TECHNOLOGICAL/

OUR MAIN

TRANSFORMATION

STRATEGIC AND BUSINESS NEEDS OF OUR CLIENTS

RESOURCES

EMPLOYEES STRATEGIC PARTNERS SUBCONTRACTORS

END-TO-END APPROACH

FOCUS: MAJOR CLIENTS 8 strategic vertical business areas targeted

STARTUPS SUPPLIERS SCHOOLS AND UNIVERSITIES

HIGHLY COMPREHENSIVE OFFERING PORTFOLIO

See Chapter 1 of the 2018 Registration Document for more information

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Analysis of revenue and distribution of workforce

BREAKDOWN OF REVENUE

REVENUE BY VERTICAL MARKET

22%

7% 6% 6%

5% 3%

1 Banking

4 Energy & Utilities

7 Telecoms, Media & Gaming

2 Public sector 22% 3 Aerospace, Defence & Homeland Security 17%

5 Insurance 6 Transport

8 Retail 9 Other

12%

1

2

3

4

5

6

7 8

9

GROUP REVENUE BY BUSINESS LINE

GROUP REVENUE BY REGION

WORKFORCE

4

4

GROUP 44,114 employees FRANCE 19,013 UNITED KINGDOM 6,407 OTHER EUROPE 10,095 REST OF WORLD 344 X-SHORE 1 8,255

3

3

1

€4,095m

€4,095m

1

2

2

1 Consulting & Systems Integration 64% 2 Solutions 15% 3 IT Infrastructure Management 12% 4 Business Process Services 9%

50% 21% 27%

1 France

2 United Kingdom 3 Other Europe 4 Rest of World

2%

SOLUTIONS REVENUE BY PRODUCT

SOLUTIONS REVENUE BY REGION

3

3

2

€616m

€616m

1

2

1

1 Sopra Banking Software 2 Sopra HR Software 27% 3 Real Estate Management Solutions 12% 61%

59% 26% 15%

1 France

2 Rest of Europe 3 Rest of World

See Chapter 1 of the 2018 Registration Document for more information

1 India, Poland, Spain and North Africa.

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Strategy

STRATEGIC GOALS

Solutions • Main emphasis on banking • Developer of core business solutions for retail banks and specialist lenders, all among the leaders in our target markets: — EMEA for core banking solutions — Rest of the world for specialist lenders

Services • Strategic partner for large public authorities, financial and industrial players, and strategic companies in Europe, providing end-to-end support for the transformation of their business and operating models, making the best possible use of digital and the Group’s solutions

STRATEGIC LEVERS

ROLL OUT DIGITAL TO OFFERING

EXTERNAL GROWTH POLICY

STRENGTHEN CONSULTING

DEVELOP SOLUTIONS

VERTICAL APPROACH

ADDED VALUE

INNOVATION

END-TO-END APPROACH

Sopra Steria stands out from its competitors by continuing to build on its two key differentiating factors: industry-specific solutions that, combined with its full range of services, make its offering unique in the sector and very close relationships with its clients, founded on its strong roots in the regions where it operates and its ability to meet its clients’ core business requirements as effectively as possible.

Numerous initiatives are being encouraged to promote and enhance innovation, such as an innovation imperative assigned to project teams, internal innovation competitions to develop new digital uses for the Group’s markets, hackathons open to clients and partners, as well as platforms for digital demonstrations, co-design, rapid development and technology intelligence open to clients, employees and partners at all the Group’s major locations (DigiLabs).

With one of the most comprehensive ranges of solutions and services in the market, the Group endeavours to develop its capacity as a turnkey provider in order to harness all its business lines and its ecosystem of partners (start-ups, third-party vendors, etc.) to deliver seamless end-to-end value propositions that respond as comprehensively as possible to the business challenges facing its clients.

MEDIUM-TERM OBJECTIVES

The Group has reaffirmed its strategy through its independent, value-creating corporate plan based on expansion, added value and differentiation, particularly through its Solutions business. With this in mind, and with the market being driven by digital transformation, Sopra Steria is confident in its ability to steadily and continually improve its performance. The Group is targeting annual organic revenue growth of between 4% and 6%, an operating margin on business activity of around 10%, and free cash flow of between 5% and 7% of revenue.

See Chapter 1 of the 2018 Registration Document for more information

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Strategy and objectives

Strategy and objectives

1.1. Strong and original positioning in Europe Sopra Steria’s ambition is to be a major European player in digital transformation, with a comprehensive, high value-added offering, enabling its clients to make the best use of digital technology to innovate, transform their models (business as well as operational models), and optimise their performance. The Group’s aim is to be the benchmark partner for large public authorities, financial and industrial operators and strategic companies in the main countries in which it operates. To achieve this aim, Sopra Steria will continue to strengthen its key competitive advantages: p business software solutions which, when combined with the Group’s full range of services, make its offering unique; p a position among the leaders in the financial services vertical (core banking and specialist lenders) bolstered by the success of the Sopra Banking Software solutions; p very close relationships with its clients, thanks to its roots in the regions where it operates and its ability to meet core business requirements without taking the prescriptive approach favoured by certain global providers. 1.2. Confirmed objectives and priority action areas 1.2.1. DEVELOPMENT OF SOLUTIONS The Group, currently France’s number two software development company (1) , confirms its medium-term target of bringing the share of its solution development and integration activities to 20% of its revenue. Through a combination of organic growth and acquisitions, efforts will continue to be focused on enriching the Group’s solutions, adapting them to cloud systems and leveraging new digital technologies, along with the development of managed services and geographic expansion. The development of Sopra Banking Software, whose aim is to conquer markets beyond Europe, is a priority. The Group will also continue to strengthen its leading position in human resources and real estate management solutions, remaining on the lookout for new sector opportunities. 1.2.2. EXPANSION IN CONSULTING In order to position itself even more securely with client decision- makers at the business department level, the Group is continuing its move up the value chain in Consulting, and confirms its medium- term target of bringing the share of these activities to 15% of revenue. To do this, it is gradually developing a range of consulting services and capacity in all of the regions in which it operates, using a model that favours synergies with the Group’s other business lines. The priorities in this area are digital consulting, upstream consulting (e.g. digital strategy, operating strategy, IT strategy), enhancing business expertise in each vertical market with special emphasis on the financial services vertical and building a strong brand for the Consulting business in the market.

1.2.3. LEVERAGING DIGITAL TECHNOLOGIES Sopra Steria has successfully completed numerous digital projects. Its experience has allowed it to offer a holistic approach to digital transformation to the market, based on a series of best practices, with the ultimate goal of creating the platform enterprise. Accordingly, to step up its commitment along these lines, the Group is continuing its investments with the following goals: p being at the cutting edge of the market in all of its services and business models; p educating all of its employees in digital culture, practices and skills; p keeping an eye on the market in order to clarify its digital strategy and target the best digital partners. Digitisation of offerings and business model adaptation The Group is gradually adapting its solutions to factor in advances in digital technology in a number of key areas, such as client/user experience, service platforms, analytics and virtual advisors, and accommodate the growing use of hybrid (private/public) cloud environments by its clients. The same approach is being applied for each of the Group’s major service offerings – Consulting, Application Services (Build and Application Management), Infrastructure Management, Cybersecurity, Business Process Services – with the following objectives: p using the immense potential of new technologies for the benefit of all of its clients; p presenting new value propositions to the market: UX/UI strategy and design, digital factories, development/operation of service platforms, end-to-end approaches covering needs from consulting to run services for cloud migration and the modernisation of legacy information systems, etc. The digitisation of offerings and, more broadly speaking, changing client expectations, have led the Group to adapt its business models. The Group anticipates that it will be selling more and more solutions operated on behalf of clients and, in services, increasingly leveraging intellectual property (reusable components, implementation accelerators, integration/operation platforms, etc.), thereby gradually moving away from billing simply based on the number of person-days spent on a project. Technology assets The Group is continually investing in the exploration of new ideas and expertise in architectures, and in emerging digital and cloud technologies and uses, relying on its teams of “digital champions”. At the same time, all necessary resources are being put in place to rapidly develop and operate digital solutions on behalf of the Group’s clients that are natively designed to function in hybrid (private/public) cloud environments: p technology foundation to enable the quick setup of digital services platforms (based in particular on the components of Axway’s Hybrid Integration Platform); p environment for the development, management and execution of reusable software components; p strengthening its technology assets; p transforming its operational models; p DevOps to industrialise processes;

(1) Source: Truffle 100, May 2018.

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Strategy and objectives

1.2.4. VERTICAL APPROACH

p Implementation accelerators for new digital technologies (blockchain, augmented reality (AR)/ virtual reality (VR), smart machines, the internet of things (IoT), etc.); p pre-trained machine learning/data science algorithms and models (for targeted verticals and business areas); p digital factories to enable service offerings combining consulting and software (e.g. cloud migration and information system modernisation). Transformation of operational models The Group is gradually changing the operational model for its services and R&D activities, by integrating its developed technology assets: p expanding use of new agile and collaborative approaches resulting from digital technologies; p rollout of processes and resources (software and digital factories) for industrialisation, automation and reusable components developed to boost productivity and quality for IT services and R&D activities; In particular, this involves greater use of smart machines (robotic process automation, intelligent automation, virtual assistants) in the Group’s recurring service activities (in connection with its Business Process Services, Infrastructure Management, Application Management and Support offerings) as well as expanding the reuse of existing technology- or business software components (IP blocks, open source) and the use of low-code/no-code development platforms for the building of solutions; p transformation in line with the location of each activity (distribution of roles between the onshore production teams, the shared service centres, and the offshore and nearshore R&D teams). Innovation Numerous initiatives are being encouraged to promote and enhance innovation, such as the Group’s digital champions keeping an eye on technology advances and uses, innovation imperatives assigned to project teams, internal innovation competitions to develop new digital uses for the Group’s vertical markets, hackathons open to clients and partners, as well as platforms for digital demonstrations, brainstorming, co-design, rapid development and technology intelligence open to clients, employees and partners at all the Group’s major locations (DigiLabs), etc. Ecosystem of partners Special efforts are being made to establish targeted partnerships with leading players in the digital ecosystem by vertical and by major technology area (startups and niche players, institutions of higher education and research laboratories, top software development companies and tech giants, etc.). It is within this framework that a strategic partnership has been forged with Axway. In order to ensure effective market intelligence, a collaborative startup observatory is made available to the Group’s teams of digital champions and all its managers. In certain very specific cases relating to its digital strategy, the Group may take equity stakes in young startups that it considers as the most innovative in the market, applying a corporate venturing approach.

Focused business development To support the positioning it has in view, the Group is continuing its policy targeting specific vertical markets, key accounts and business areas in all countries where it operates. In line with this approach, eight priority verticals currently account for nearly 90% of revenue: Financial Services; Public Sector; Aerospace, Defence and Homeland Security; Energy and Utilities; Telecoms and Media; Transport; Insurance; and Retail. For each vertical, the Group selects a small number of key accounts (fewer than 100 at Group level) and focuses on a few different business areas in which it aims to secure a leading position. End-to-end vertical offerings In order to achieve its leadership objective in its targeted verticals and business areas, the Group mobilises the development efforts of its various business activities and countries to build end-to-end value propositions as well as offerings of business solutions designed to address the business challenges faced by its major clients. As part of this approach, particular emphasis is placed on the financial services vertical, for which the Group offers comprehensive responses to productivity issues and the challenges brought about by “platformisation” in the core banking and specialist lending sectors. These responses are based on Sopra Banking Software’s industry- specific assets, the Group’s technology assets and its full range of services. 1.2.5. ACQUISITION STRATEGY The Group will continue to play an active role in market consolidation, in a targeted manner. Its approach will focus on three main areas: solutions (with the priority on banking solutions), consulting, and strengthening its position in certain geographies. The Group has reaffirmed its strategy through its independent, value-creating corporate plan based on expansion, added value and differentiation, particularly through its software business. With this in mind, and with the market being driven by digital transformation, Sopra Steria is confident in its ability to steadily and continually improve its performance. The Group is targeting annual organic revenue growth of between 4% and 6%, an operating margin on business activity of around 10%, and free cash flow of between 5% and 7% of revenue. With respect to the 2019 financial year, the Group’s targets are: 1.3. Medium-term strategic objectives

p organic revenue growth of between 4% and 6%;

p slight improvement in operating margin on business activity;

p free cash flow in excess of €150 million.

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